FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934
-------------------------------
For the month(s) of June , 2001
----------------------------
BELMONT RESOURCES INC.
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(Translation of registrant's name into English)
Suite 600 - 625 Howe Street, Vancouver, B.C. V6C 2T6
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(Address of principal executive offices)
[Indicate by a check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F X Form 40-F
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[Indicate by a check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes X No
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[If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): 82-686.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
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registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Belmont Resources Inc.
-------------------------------------
(Registrant)
Date July 12, 2001 By /s/ Gary Musil
------------------ -----------------------------------
(Signature)
Gary Musil, Secretary/Director
BELMONT RESOURCES INC.
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#600 - 625 Howe Street
Vancouver, B.C. V6C 2T6
Ph: (604) 683-6648
Fax: (604) 683-1350
E-Mail: belmontr@direct.ca
Website: www.Belmont-Resources.com
June 29, 2001
B.C. Securities Commission SEDAR
#200 - 865 Hornby Street
Vancouver, B.C.
V6Z 2H4
Attn: Statutory Filings
- ---------------------------
Dear Sir or Madam:
Re: Belmont Resources Inc. (the "Company") - File No. X005731
- -----------------------------------------------------------------
The enclosed material was sent by prepaid mail to Supplemental Mail List
respondents of the above-mentioned company on June 29, 2001.
We are filing this material with you in compliance with the regulations. Please
also note the documents were filed with the Market Centres using SEDAR
Enclosed please find:
Quarterly Report Form 51-901 F and financial statements for the three-month
period ended April 30, 2001
Yours truly,
/s/ GARY MUSIL
Gary Musil,
Secretary/Director
GM/rm
Enclosure
c.c. - Canadian Venture Exchange, Attn: Listings Dept.
- Alberta Securities Commission (SEDAR)
- Martin & Associates, Solicitors, Attn: Paul Fang, Solicitor
- CIBC Mellon Trust Company, Attn: Doug Allen, Account Manager
- Dale, Matheson, Carr-Hilton, CA, Auditors
- Securities & Exchange Commission, Wash. DC, USA
- Moody's Investor Services (2)
- Directors (5)
BELMONT RESOURCES INC.
NOTICE OF ANNUAL GENERAL MEETING
NOTICE is hereby given that the Annual General Meeting of BELMONT RESOURCES INC.
(the "Company") will be held on July 16, 2001 at the Company's registered office
located at Suite 2100-1066 West Hastings Street, Vancouver, B.C. at the hour of
10:00 a.m. (Vancouver time) for the following purposes:
1. To receive and consider the Report of the Directors.
2. To receive and consider the audited financial statements of the Company
for the period(s) ending January 31, 2001 together with the auditor's
report thereon.
3. To appoint auditors for the ensuing year and to authorize the Directors
to fix the remuneration to be paid to the auditors.
4. To elect directors to hold office until the next Annual General Meeting.
5. To approve an ordinary resolution to grant incentive stock options to
insiders and employees of the Company or its subsidiaries for the
purchase of shares in the capital stock of the Company for such periods,
in such amounts, and at such prices per share that are in accordance with
the policies of the Canadian Venture Exchange and to approve any
amendments to previously issued stock option agreements, including
decreases in the exercise price of previously issued stock options.
6. To authorize the reservation for issuance, under stock options granted to
insiders, shares exceeding 10% of the number of outstanding listed
shares.
7. To authorize, upon the exercise of stock options, the issuance of shares
to insiders, within a one year period, exceeding 10% of the outstanding
listed shares.
8. To authorize, upon the exercise of stock options, the issuance of shares
to any one insider and such insider's associates within a one year
period, exceeding 5% of the outstanding listed shares.
9. To consider and, if thought fit, approve an ordinary resolution to
ratify, approve and confirm all lawful acts, contracts proceeding,
appointments and payments of money of and by the directors of the Company
since the date of the Company's last annual general meeting.
10. To consider and, if thought fit, approve a special resolution for the
sale by the Company to its 57% equity interest in Rozmin s.r.o. (the
"Rozmin Interest") to EuroGas, Inc. on the terms and conditions described
in the accompanying information circular and that notwithstanding that
this resolution has been duly passed by the shareholders of the Company
or approved by the Canadian Venture Exchange, the board of directors of
the Company may determine not to implement the resolution and may revoke
this resolution or make any amendments which may be recommended by legal
counsel or which may be required by the Canadian Venture Exchange as a
condition to their approval or which the board of directors may consider
necessary or expedient all without further approval of the shareholders.
Page 2
11. To transact such other business as may properly come before the meeting.
Shareholders unable to attend the Annual General Meeting in person are requested
to read the enclosed Information Circular and Proxy, then complete, sign and
date the enclosed Proxy and deposit same in the enclosed return envelope
provided for that purpose together with the power of attorney or other
authority, if any, under which it was signed within the time and to the location
set out in the instructions in the enclosed form of Proxy and Information
Circular.
TAKE NOTICE that pursuant to the British Columbia Company Act, you may until
5:00 p.m. on July 13, 2001 give the Company a Notice of Dissent by registered
mail addressed and delivered to the Company at 2100-1066 West Hastings Street,
Vancouver, B.C., V6E 3X2 with respect to the resolution to approve the sale of
the Rozmin Interest on the terms described in the Proxy Statement or on such
terms as are acceptable to the Canadian Venture Exchange and the directors of
the Company. As a result of giving a Notice of Dissent you may, on receiving a
Notice of Intention to Act under Section 231 of the Company Act, require the
Company to purchase all your shares in respect of which the Notice of Dissent
was given.
DATED at Vancouver, British Columbia, this 8th day of June, 2001.
BY ORDER OF THE BOARD OF DIRECTORS OF BELMONT RESOURCES INC.
Per: /s/ Gary Musil
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Gary Musil, Director
BELMONT RESOURCES INC.
PROXY
FOR THE ANNUAL GENERAL MEETING
TO BE HELD JULY 16, 2001.
THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT OF THE COMPANY.
The undersigned member of BELMONT RESOURCES INC. (the "Company") hereby appoints
Vojtech Agyagos, a director of the Company, or failing him Gary Musil, a
director of the Company, or instead of the foregoing _____________as proxyholder
to attend the Annual General Meeting of the Company to be held on July 16, 2001
at the Company's registered office located at Suite 2100-1066 West Hastings
Street, Vancouver, B.C. at the hour of 10:00 a.m. (Vancouver time) and at any
adjournment thereof and to vote the shares in the capital of the Company held by
the undersigned with respect to the matters set forth below:
1. Appointment of Dale, Matheson, Carr-Hilton, Chartered Accountants, of
Vancouver, British Columbia, as auditors for the ensuing year and to
authorize the Directors to fix the remuneration to be paid to the
auditor.
VOTE FOR VOTE WITHHELD
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2. Fixing the number of directors at 6.
VOTE FOR AGAINST
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3. Election of the following persons to the board of directors of the
Company.
Vojtech Agyagos VOTE FOR WITHHELD
---- ----
Kenneth B. Liebscher VOTE FOR WITHHELD
---- ----
Gary Musil VOTE FOR WITHHELD
---- ----
Peter E. Serck VOTE FOR WITHHELD
---- ----
Peter P.H. John VOTE FOR WITHHELD
---- ----
Jake Bottay VOTE FOR WITHHELD
---- ----
4. Approval of an ordinary resolution to grant incentive stock options to
insiders and employees of the Company or its subsidiaries for the
purchase of shares in the capital stock of the Company for such periods,
in such amounts, and at such prices per share that are in accordance with
the policies of the Canadian Venture Exchange and to approve any
amendments to previously issued stock option agreements, including
decreases in the exercise price of previously issued stock options.
VOTE FOR AGAINST
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5. Authorize the reservation for issuance, under stock options granted to
insiders, shares exceeding 10% of the number of outstanding listed
shares.
VOTE FOR AGAINST
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Page 2
6. Authorize, upon the exercise of stock options, the issuance of shares to
insiders, within a one year period, exceeding 10% of the outstanding
listed shares.
VOTE FOR AGAINST
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7. Authorize, upon the exercise of stock options, the issuance of shares to
any one insider and such insider's associates within a one year period,
exceeding 5% of the outstanding listed shares.
VOTE FOR AGAINST
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8. Approve a special resolution for the sale by the Company to its 57%
equity interest in Rozmin s.r.o. to EuroGas, Inc. on the terms and
conditions described in the accompanying information circular and that
notwithstanding that this resolution has been duly passed by the
shareholders of the Company or approved by the Canadian Venture Exchange,
the board of directors of the Company may determine not to implement the
resolution and may revoke this resolution or make any amendments which
may be recommended by legal counsel or which may be required by the
Canadian Venture Exchange as a condition to their approval or which the
board of directors may consider necessary or expedient all without
further approval of the shareholders.
VOTE FOR AGAINST
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9. Approval of an ordinary resolution to ratify, approve and confirm all
lawful acts, contracts proceeding, appointments and payments of money of
and by the directors of the Company since the date of the Company's last
annual general meeting.
VOTE FOR AGAINST
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10. Approval of such other business as may properly come before the meeting
as the proxyholder, in his sole discretion, may see fit.
VOTE FOR AGAINST
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The shares represented by this proxy may be voted on the above items by marking
an "X" in the space provided for that purpose.
THE UNDERSIGNED HEREBY REVOKES ANY PROXY PREVIOUSLY GIVEN.
DATED and SIGNED this _______ day of ___________________, 2001.
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NAME (Please Print) SIGNATURE
- --------------------------------------- ---------------------------------------
Address of Member Number of shares held
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City/Province/Postal Code
Page 3
NOTES
1. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED OR WITHHELD FROM
VOTING ON ANY POLL REQUESTED BY A SHAREHOLDER OR PROXYHOLDER (PROVIDED THE
INSTRUCTIONS ARE CERTAIN) OR REQUIRED BY VIRTUE OF 5% OR MORE OF THE OUTSTANDING
SHARES OF THE COMPANY BEING REPRESENTED BY PROXIES AT THE MEETING THAT ARE TO BE
VOTED AGAINST A MATTER. IF THE SHAREHOLDER OR AN INTERMEDIARY HOLDING SHARES
ON BEHALF OF AN UNREGISTERED SHAREHOLDER HAS SPECIFIED A CHOICE WITH RESPECT TO
ANY OF THE ITEMS HEREIN BY MARKING AN "X" IN THE SPACE PROVIDED FOR THAT
PURPOSE, THE SHARES WILL BE VOTED ON ANY POLL IN ACCORDANCE WITH THAT CHOICE.
IF NO CHOICE IS SPECIFIED, THE PROXYHOLDER, IF ONE PROPOSED BY MANAGEMENT,
INTENDS TO VOTE THE SHARES AS IF THE SHAREHOLDER HAD SPECIFIED AN AFFIRMATIVE
VOTE. IF ANY AMENDMENTS OR VARIATIONS TO MATTERS IDENTIFIED IN THE NOTICE OF
MEETING ARE PROPOSED AT THE MEETING OTHER THAN THE ELECTION OF DIRECTORS AND THE
APPOINTMENT OF AUDITORS OR IF ANY OTHER MATTERS PROPERLY COME BEFORE THE
MEETING, DISCRETIONARY AUTHORITY IS HEREBY CONFERRED WITH RESPECT THERETO.
2. A SHAREHOLDER OR AN INTERMEDIARY HOLDING SHARES ON BEHALF OF AN
UNREGISTERED SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON (WHO NEED NOT BE A
SHAREHOLDER) TO ATTEND AND ACT ON HIS BEHALF AT THE MEETING OTHER THAN THE
PERSONS NAMED IN THE PROXY. TO EXERCISE THIS RIGHT, THE SHAREHOLDER OR
INTERMEDIARY MUST STRIKE OUT THE NAMES OF THE PERSONS NAMED IN THE PROXY AND
INSERT THE NAME OF HIS NOMINEE IN THE SPACE PROVIDED OR COMPLETE ANOTHER PROXY.
3. This Proxy will not be valid unless it is dated and signed by the
shareholder, by his attorney authorized in writing or by the intermediary. In
the case of a corporation, this Proxy must be signed under its corporate seal or
signed by a duly authorized officer or attorney of the company.
4. To be effective, the Proxy together with the power of attorney or other
authority, if any, under which it was signed or a notarially certified copy
thereof must be deposited with the Company's Registrar and Transfer Agent, THE
CIBC MELLON TRUST COMPANY, 1600-1066 WEST HASTINGS STREET, VANCOUVER, B.C. V6E
3X1, at least 48 hours before the time of the meeting, excluding Saturdays,
Sundays and holidays, or with the Chairman of the Meeting prior to commencement
of the meeting.
5. This proxy is solicited by management of the Company.
Your name and address are shown as registered - please notify the Company of any
change in your address.
BELMONT RESOURCES INC.
INFORMATION CIRCULAR
This information circular contains information as at JUNE 8, 2001.
PERSONS MAKING THIS SOLICITATION OF PROXIES
This Information Circular is furnished in connection with the solicitation of
Proxies by the management of the Company for use at the Annual General Meeting
(the "Meeting") of the members (shareholders) of BELMONT RESOURCES INC. (the
"Company") to be held at the time and place and for the purposes set forth in
the accompanying Notice of Meeting, and at any adjournment thereof. It is
expected that the solicitation will be primarily by mail. Proxies may also be
solicited personally by officers of the Company. The cost of solicitation will
be borne by the Company.
COMPLETION AND VOTING OF PROXIES
Voting at the Meeting will be by a show of hands, each member having one vote,
unless a poll is requested or required (if the number of shares represented by
proxies that are to be voted against a motion are greater than 5% of the votes
that could be cast at the Meeting), in which case each member is entitled to one
vote for each share held. In order to approve a motion proposed at the Meeting
a majority of greater than 50% of the votes cast will be required unless the
motion requires a special resolution in which case a majority of 75% will be
required.
The persons named in the accompanying Proxy are representatives of the Company.
A SHAREHOLDER OR AN INTERMEDIARY HOLDING SHARES ON BEHALF OF AN UNREGISTERED
SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON (WHO NEED NOT BE A SHAREHOLDER) TO
ATTEND AND ACT ON HIS BEHALF AT THE MEETING OTHER THAN THE PERSONS NAMED IN THE
PROXY. TO EXERCISE THIS RIGHT, THE SHAREHOLDER OR INTERMEDIARY MUST STRIKE OUT
THE NAMES OF THE PERSONS NAMED IN THE PROXY AND INSERT THE NAME OF HIS NOMINEE
IN THE SPACE PROVIDED OR COMPLETE ANOTHER PROXY.
A shareholder or intermediary may indicate the manner in which the persons named
in the enclosed Proxy are to vote with respect to any matter by checking the
appropriate space. On any poll required by virtue of 5% or more of the
outstanding shares of the Company being represented by proxies at the Meeting
that are to be voted against a matter or by a shareholder or proxyholder
requesting a poll, those persons will vote or withhold from voting the shares in
respect of which they are appointed in accordance with the directions, if any,
given in the Proxy.
If the shareholder or intermediary wishes to confer a discretionary authority
with respect to any matter, then the space should be left blank. IN SUCH
INSTANCE, THE NOMINEE, IF ONE IS PROPOSED BY MANAGEMENT, INTENDS TO VOTE THE
SHARES REPRESENTED BY THE PROXY IN FAVOUR OF THE MOTION. The enclosed Proxy,
when properly signed, also confers discretionary authority with respect to
amendments or variations to the matters identified in the Notice of Meeting and
with respect to other matters which may be properly brought before the Meeting.
At the time of printing this Circular the management of the Company is not aware
that any such amendments, variations or other matters are to be presented for
Page 2
action at the Meeting. If, however, other matters which are not now known to
the management should properly come before the meeting, the Proxies hereby
solicited will be exercised on such matters in accordance with the best
judgement of the nominees.
The Proxy must be dated and signed by the shareholder or by his attorney
authorized in writing or by the intermediary. In the case of a corporation, the
Proxy must be executed under its corporate seal or signed by a duly authorized
officer or attorney for the corporation and the Proxy must be accompanied by the
minutes of a meeting of the directors or the resolutions of the directors of
that corporation appointing such person as the duly authorized officer or
attorney for the corporation.
COMPLETED PROXIES TOGETHER WITH THE POWER OF ATTORNEY AND OTHER AUTHORITY, IF
ANY, UNDER WHICH IT WAS SIGNED OR A NOTARIALLY CERTIFIED COPY THEREOF MUST BE
DEPOSITED WITH THE COMPANY'S REGISTRAR AND TRANSFER AGENT, THE CIBC MELLON TRUST
COMPANY, 1600-1066 WEST HASTINGS STREET, VANCOUVER, B.C. V6E 3X1 AT LEAST 48
HOURS, (EXCLUDING SATURDAYS, SUNDAYS AND HOLIDAYS) BEFORE THE TIME OF THE
MEETING OR ADJOURNMENT THEREOF.
REVOCATION OF PROXIES
A shareholder or intermediary who has given a Proxy has the power to revoke it.
Revocation can be effected by an instrument in writing signed by the
intermediary or shareholder or his attorney authorized in writing, and, in the
case of a corporation, executed under its corporate seal or signed by a duly
authorized officer or attorney for the corporation and either delivered to the
registered office of the Company at Suite 2100-1066 West Hastings Street,
Vancouver, B.C. V6E 3X2, at any time up to and including the last business day
preceding the day of the Meeting, or any adjournment thereof, or deposited with
the Chairman of the Meeting on the day of the Meeting, prior to the hour of
commencement.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
None of the Directors or Senior Officers of the Company, nor any person who has
held such a position since the beginning of the last completed financial year of
the Company, nor any proposed nominee for election as a Director of the Company,
nor any associate or affiliate of the foregoing persons, has any substantial or
material interest, direct or indirect, by way of beneficial ownership of
securities or otherwise, in any matter to be acted on at the Meeting other than
the election of Directors, and the matters set out under the heading
"Particulars of Other Matters to be Acted On".
VOTING SHARES AND PRINCIPAL HOLDERS THEREOF
The Company has only one class of shares entitled to be voted at the Meeting,
namely, common shares without par value. All issued shares are entitled to be
voted at the Meeting and each has one non-cumulative vote. 20,703,012 common
shares of the Company are presently issued and outstanding.
To the knowledge of the Directors and Senior Officers of the Company, only the
following persons beneficially own, directly or indirectly, or exercises control
or direction over shares carrying more than 10% of the voting rights attached to
all outstanding shares of the Company which have the right to vote in all
circumstances.
Page 3
Number of Percentage of
Name Shares Outstanding Shares
- ---- ------ ------------------
CDS & Co.* 14,680,118 70.9%
CEDE & Co.* 3,712,488 17.9%
*the beneficial holders of shares of this company are unknown to the directors
and officers of the Company.
ELECTION OF DIRECTORS
The management proposes to nominate the persons named in the following table for
election as Directors of the Company. Each Director elected will hold office
until the next Annual General Meeting at which time he may be re-elected or his
successor may be elected, or unless his office is earlier vacated in accordance
with the Articles of the Company, or he becomes disqualified to act as a
Director.
Management proposes to fix the number of directors of the Company at 6 and
proposes to nominate each of the following persons for election as directors.
The following information concerning the nominees is furnished by each
individual nominee.
Name, Position Principal Occupation Period a Director Shares Beneficially
and Residence or Employment of the Company Owned
Vojtech Agyagos Businessman Since December 17, 200,000 Directly and
North Vancouver, 1996 and 132,500 Indirectly
British Columbia, (through Ostrov
Canada Resources Ltd.)
President and Director
Gary Musil Since August 14, 38,200
Vancouver, British 2000 - present; Director of 1992
Columbia, Canada Mandalay Resources
Chief Financial Officer, Corporation; 1999 - present:
Secretary and Director Chief Financial Officer of
Belmont Resources Inc.; 1992 -
present: Director and Secretary
of Belmont Resources Inc.; 1988 -
present: Director and Secretary
of E.T.C. Industries Inc.; 1990 -
1999: Accountant/Manager for
311180 B.C. Ltd. which provided
office space and services,
management and financial
consulting to public companies;
1990 - 1996: Director and
Secretary of Baron Gold Corp.
(formerly, Veto Resources Ltd.);
1988 - 1996: Director and
Secretary of El Bravo Gold
Mining Ltd.
Page 4
Name, Position Principal Occupation Period a Director Shares Beneficially
and Residence or Employment of the Company Owned
Kenneth B. Liebscher Jan. 1999 to present, Director Since May 1, 1992 NIL
Vancouver, British of ThermoElastic Technologies
Columbia, Canada Inc.; 1999 to present, Director
Director of Empyrean Communications, Inc.
(formerly Direction Technologies
Inc.); 1998 to present, Director
of Montoro Resources Inc.1992 to
present, Director/President E.T.C.
Industries Ltd.; General Manager,
U.S. & Foreign Communications
Company; 1990 to 1992 Sales and
Marketing Vice President Ivoclar
N.A.
Peter P.H. John 1979 to present, Self-employed Since April 11, 500,000
Valladolid, industrial designer 1996
SpainDirector
Peter E. Serck Businessman Since August 22, 104,500
Toronto, Ontario 1996
Director
Jake Bottay 1987 - present: Consultant Since February 18, NIL
West Vancouver, 1996 - present: Director of E.T.C. 2000
British Columbia, Industries Ltd.
Canada
Director
The foregoing table provides the approximate number of shares of the Company
carrying the right to vote in all circumstances beneficially owned, directly or
indirectly, or over which control or direction is exercised by each proposed
nominee as at the date hereof.
All of the persons named above are residents of Canada, except for Peter John
who is a resident of Spain. Details of remuneration paid to the Company's
executive officers is set out under the heading "Remuneration of Management and
Executive Compensation" below.
The Company's audit committee consists of Gary Musil, Kenneth B. Liebscher and
Peter E. Serck.
Advance notice of this meeting inviting nomination for directors of the Company
as required by Section 111 of the Company Act, British Columbia, was published
-----------
in the Vancouver Province Newspaper on May 18, 2001 and delivered to the British
Columbia Securities Commission and the Canadian Venture Exchange.
Page 5
REMUNERATION OF MANAGEMENT AND EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
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Annual Compensation Long Term Compensation
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Awards Payouts
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Other Securities Restricted
Name Annual Under Shares or All Other
and Compen- Options Restricted LTIP Compen-
Principal Salary Bonus sation Granted Share Units Payouts sation
Position Year ($) ($) ($) (#) ($) ($) ($)1
- ----------------------------------------------------------------------------------------------------------------------------------
Vojtech Agyagos 2001 Nil Nil Nil Nil Nil
55,000 1 200,000 5
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" 2000 54,000 1 Nil Nil Nil Nil Nil
75,000 4
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" 1999 54,000 1 Nil Nil Nil Nil Nil
144,000 3
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1 Management Fees - amended to $5,000 per month effective December 1, 2000.
2 Management Fees - amended to $4,500 per month effective April 1, 1997
3 Options were granted on February 24, 1998 and were exercisable up to
February 24, 2000 at a price of $0.56 per share. 144,000 were re-priced at
$0.32 on September 17, 1999.
4 Options were granted on September 17, 1999 and are exercisable up to
September 17, 2001 at a price of $0.32 per share.
5 Options were granted on August 12, 2000 and exercisable up to August 17,
2002 at a price of $0.32 per share.
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Page 6
The above-named executive officer(s) was employed by the Company since May 1,
1999
OPTION/SAR GRANTS DURING THE
MOST RECENTLY COMPLETED FINANCIAL YEAR
- --------------------------------------------------------------------------------------------------------------------------
Market Value
Securities % of Total of Securities
Under Options Underlying
Options Granted to Exercise Options on
Granted Employees in Price the Date of
(# common Financial or Base Price Grant Expiration
Name shares) Year ($/Security) ($/Security) Date
- --------------------------------------------------------------------------------------------------------------------------
Vojtech Agyagos 200,000 20.5% $0.32 $0.32 Aug. 17/02
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
AGGREGATE OPTION/SAR EXERCISES DURING
THE MOST RECENTLY COMPLETED FINANCIAL
YEAR AND FINANCIAL YEAR-END OPTION/SAR VALUES
- --------------------------------------------------------------------------------------------------------------------------
Value of
Unexercised in the
Unexercised Money Options at
Options at FY-End FY-End
Securities Aggregate (#) ($)
Acquired on Value
Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable
- --------------------------------------------------------------------------------------------------------------------------
Vojtech Agyagos 144,000 $ 18,720 275,000 NIL
- --------------------------------------------------------------------------------------------------------------------------
There are no employment contracts between either the Company or its subsidiaries
and the above-named executive officers.
Page 7
Neither the Company or any of its subsidiaries has any plan or arrangement with
respect to compensation to its executive officers which would result from the
resignation, retirement or any other termination of employment of the executive
officers' employment with the Company and its subsidiaries or from a change of
control of the Company or any subsidiary of the Company or a change in the
executive officers' responsibilities following a change in control, where in
respect of an Executive Officer the value of such compensation exceeds $100,000.
The Company has no standard arrangement pursuant to which Directors are
compensated by the Company for their services in their capacity as Directors
other than the unissued treasury shares that may be issued upon the exercise of
the Directors' Stock Options. There has been no other arrangement pursuant to
which Directors were compensated by the Company in their capacity as Directors
except as disclosed herein and in the financial statements attached hereto.
None of the Directors or Senior Officers of the Company, nor any proposed
nominee for election as a director of the Company, nor any associate or
affiliate of such persons, are or have been indebted to the Company at any time
since the beginning of the Company's last completed financial year.
The Company has no pension plan.
INTEREST OF MANAGEMENT AND INSIDERS IN MATERIAL TRANSACTIONS
None of the Directors or Senior Officers of the Company, nor any proposed
nominee for election as a Director of the Company, nor any person who
beneficially owns, directly or indirectly, shares carrying more than 10% of the
voting rights attached to all outstanding shares of the Company, nor any
associate or affiliate of the foregoing persons has any material interest,
direct or indirect, in any transaction since the commencement of the Company's
last completed financial year or in any proposed transaction which, in either
case, has or will materially affect the Company, except as disclosed herein and
the financial statements attached hereto.
APPOINTMENT OF AUDITORS
The persons named in the enclosed Proxy will vote for the appointment of Dale,
Matheson, Carr-Hilton, Chartered Accountants, of Vancouver, British Columbia, as
Auditors for the Company to hold office until the next Annual General Meeting of
the shareholders, at a remuneration to be fixed by the Directors.
MANAGEMENT CONTRACTS
There are no other management functions of the Company or a subsidiary thereof
which are to any substantial degree performed by a person other than the
directors or senior officers of the Company or a subsidiary thereof. Refer to
the heading "Remuneration of Management and Executive Compensation" for further
details with respect to management contracts.
Page 8
PARTICULARS OF OTHER MATTERS TO BE ACTED UPON
1. Disposition of the 57% interest held by the Company in Rozmin s.r.o.
By a share purchase agreement dated March 27, 2001 among the Company, Rozmin
s.r.o. ("Rozmin") and EuroGas, Inc. ("EuroGas"), the Company has agreed to sell
its 57% equity interest in Rozmin to EuroGas, Inc. (the "Rozmin Interest").
Rozmin is the owner and operator of the Gemerska Poloma Talc Deposit located in
Slovakia. While the Company is active in the exploration and development of its
mineral property and oil and gas interests, the Rozmin Interest constitutes
substantially (91%) all of the assets of the Company.
Subject to final regulatory approval, the sale of the Rozmin Interest will be
made in consideration for (1) the payment of 12,000,000 shares of Eurogas (the
"Payment Shares") to the Company and the right of the Company to compel Eurogas
to register such shares under the Securities Act of 1933, (2) the payment of a
USD$100,000 non-refundable deposit, which deposit shall be an advance on
royalties payable, (3) the payment by Rozmin of a royalty of 2% of the gross
sale price of each ton of talc extracted from the property and sold. Eurogas
will have the right to buy-back any unsold Payment Shares (up to 6,000,000) at
the price of US$2.00 per share by March 27, 2002. The value represented by the
Payment Shares shall be guaranteed by the following formula:
(a) if the average weighted trading price of the shares of Eurogas as
quoted on the NASD OTC market is less than US$0.30 for any 10
trading day period by March 27, 2002, then Eurogas will issue to
the Company that number of common shares equal to 1,000,000
multiplied by the following factor:
(US$0.30-(10 day ave. w. tr. price))/0.05
(b) in the event the Company is unable from the sale of the Payment
Shares to recover 125% of its initial investment in the talc
deposit equal to CDN$3,000,000 (based on an initial investment of
CDN$2,400,000) by March 27, 2002 due to depressed market conditions
or a depressed trading price then Eurogas shall within 10 business
days of the written request by the Company issue such additional
common shares to compensate for any shortfall from the
CDN$3,000,000, with the deemed price of such shares to be the
average weighted trading price for the 10 day period prior to the
date of receipt of the written notice by Eurogas.
Eurogas has agreed to arrange the necessary financing to place the Gemerska
Poloma talc deposit into commercial production by March 27, 2002 and if this is
not accomplished (other than for reasons beyond Eurogas's control) then Eurogas
will pay the Company an advance royalty of US$10,000 per month for each month of
delay in achieving commercial production. Eurogas will be responsible for the
Company's share of the working capital budget of Rozmin s.r.o. from January 1,
2001 as well as any investment capital expenses incurred and outstanding since
the start of the surface installations.
The Board of Directors of the Company (the "Board") believes the sale of the
Rozmin Interest is in the best interest of the Company and its shareholders,
including the Company's minority shareholders.
Page 9
As part of the resolution approving the disposition of the Rozmin Interest, the
board of directors of the Company may determine not to implement the resolution
and may revoke such resolution if , among other reasons, the number of
dissenting shareholders is not acceptable to the Company. The Board, while
considering many factors, including the difficulty in sourcing adequate
financing for the development of the talc property, retained the services of
B.J. Price Geological Consultants Inc. and Ross Glanville and Associates Ltd.
(the "Consultants") to provide an opinion as to whether the proposed
consideration to be received by the Company in the sale of the Rozmin Interest
was fair to Company shareholders from a financial point of view, and, in
connection with its opinion, to prepare an independent fairness opinion.
The following summary of the fairness opinion provided by the Consultants in its
fairness opinion dated as of April 20, 2001.
FAIRNESS OPINION
For the proposed sale of 57% interest in the Gemerska Poloma Talc Deposit,
Slovakia by Belmont Resources Inc.
SUMMARY
At the request of the directors of Belmont Resources Inc. (Belmont), Barry
J.Price and Ross O. Glanville ("the writers") have prepared a Fairness Opinion
regarding the proposed transaction whereby Belmont intends to sell its 57%
interest in a talc deposit being developed by Belmont and partners at Gemerska
Poloma in the Republic of Slovakia. The writers have not visited the subject
property in the field, and have not independently confirmed the sample data
quoted. However, the data used by the writer was collected by professionals
with appropriate experience, and the writer believes the quoted results to be
representative and accurate. The writers have relied mainly on technical reports
prepared by geologists and engineers associated with the Gemerska Poloma
project. Specifically, a review (in English) of the Feasibility Study by Dr.
Ing. Klaus Reuther, Mining Engineer, Hansa GeoMin Consult GmbH dated January
1998 and additional information kindly provided by Dr. Ondrej Rozloznik of
Rozmin s.r.o. The writers also met with local geological consultant J.J (Jim)
McDougall, who visited the property in June 2000 and prepared brief notes for
Belmont.
Belmont Resources Inc., ("Belmont") is a publicly trading junior mining
exploration company listed on the Canadian Venture Exchange (CDNX). Belmont's 57
% owned subsidiary Rozmin s.r.o. ("Rozmin") holds the talc deposit and property;
the balance (43% of Rozmin) is owned by Rima Muran s.r.o., a 55% owned
subsidiary of EuroGas, Inc. ("EuroGas"). Rozmin is a private Slovakian company
which controls 100% of the Gemerska Poloma talc deposit. Belmont also has other
mining and oil and gas assets in Slovakia, and a nickel property in the
exploration phase in the Ungava area of Quebec. The present working capital of
Belmont is approximately $250,000. The shares of the company have recently been
trading at prices below Cdn$0.20 per share.
EuroGas is a publicly owned and traded US company whose common stock is traded
on the American OTC Bulletin Board under the symbol EUGS, and on the Frankfurt
and Berlin Stock Exchanges under the symbols EUG.F and EUG.B, respectively.
EuroGas is an international, independent energy company that controls methane
gas concessions in Poland and has oil and gas exploration and development joint
Page 10
ventures in Canada, Poland, the Slovak Republic, Ukraine, and in the Sakha
Republic.
In April 2000 Belmont completed the purchase of a 57% interest in Rozmin.
Belmont acquired its interest in the subject property for a total of 2,850,000
DBM (Deutschemarks) equivalent at the time of the transaction to Cdn$2,061,000.
In addition, a finders fee and due diligence and legal costs brought the total
purchase price to Cdn$ 2,181,000.
In a letter of understanding dated February 14, 2001, EuroGas made an offer to
purchase Belmont's 57% equity in Rozmin for 12 million common shares of EuroGas
and a royalty of 2% of the gross sale revenue from any talc sold from the
deposit, subject to the approval of the regulatory bodies. There are a number
of terms in the agreement which provide that under certain circumstances,
Belmont may receive additional shares,
The Gemersk Poloma talc deposit is located in the southeastern part of Slovakia
near the town of Roznava. A partly paved road provides access to the mine site
at the proposed portal for the decline. A powerline (25Kv) was built to the
minesite, providing power for mine buildings and equipment. The deposit is
situated beneath a mountain in a government owned area covered with mixed
forest. Valley bottoms are approximately 750 meters above sea-level, and the
access portal will be at this elevation.
The deposit was discovered in 1994 during a regional research program by the
Slovakian government. A "Feasibility Study" (which the writers would classify as
a Pre-Feasibility Study) was carried out in 1997 by Hansa GeoMin Consult GMBH,
Duisberg Germany on behalf of Deutsche Investitions und Entwicklungsgesellschaft
GmbH (DEG). In 1997 Rozmin was formed by German investors to pursue development
of the talc deposit. From 1998 to the present, Rozmin has completed mine
planning studies, obtained permits and sent out tenders for developing the mine
by trackless underground mining via a spiral decline.
The Gemerska Poloma area is underlain by the Lower Paleozoic Gelnica Group
belonging to the Gemericum sequence, which comprises metamorphosed psammitic
(sandy) and pelitic (argillaceous or shaly) sediments. The units include
quartz, quartz - sericite and chlorite-sericite phyllites with bodies of
pyroclastic rocks of rhyolitic and dacitic composition. The metamorphosed rocks
are underlain by granitoid intrusive bodies which may have provided the
hydrothermal fluids which altered magnesite beds to talc. Talc is found
principally in intergranular spaces in small nests, clusters and veinlets in
magnesite, or as continuous beds or lenses. Talc beds of high quality, alternate
with magnesite units with various degrees of steatitization (conversion to talc)
and beds of chlorite slates or quartz phyllites. The talc beds are clearly
concordant with the surrounding rocks, and are made up of almost monomineralic
talc rock with massive texture and a high (80 - 90 %) proportion of talc.
Carbonates, pyrite, quartz or amorphous silica and apatite occur in subordinate
amounts.
The mineralization as outlined by 40 drill holes covers an area of 2700 meters
by 820 meters. In one drillhole two talc lenses are present. Within this area,
a smaller area has been selected (called "Bereich 2") which represents the
deposit that will be explored by proposed underground workings. This area
measures 1150 meters in and East-West direction by 800 meters North-South and
includes 13 drill holes. The mineral resource calculated by Dorfner/Thyssen was
146.6 million tonnes grading 19.7% talc (Reuther, 1998). Within this resource, a
smaller area of three hectares has been selected for initial mining, with an
Page 11
estimated resource of 1.4 million tonnes of talc-magnesite containing 26.2%
talc. The details of the resource calculation have been outlined in a report
by Technisches Buro, DI Skacel and Kloibhofer - OEG (In German). The resource
appears to the writers to correspond to a "drill inferred resource" as defined
under CIM guidelines recently published and adopted by the regulatory bodies.
The drill spacing is in the order of 100 meters to 150 meters.
The "Feasibility Study" proposes selective mining in massive talc lenses in the
western part of the deposit, where higher grade mineralization has been defined.
Based on a cut-off grade of 40%, mining is planned at an initial yearly
production rate of 133,000 tonnes of mineralised rock, resulting in a mine life
of 13 years. The current mine plan may change once underground access is
completed and the geometry of the talc lenses is seen in more detail. The mining
method proposed is cross-cut stoping with lean concrete backfill. This mining
method was developed for highly selective mining within massive mineralization,
and avoids dilution of the high grade talc. Dr. Reuther, in his review of the
"feasibility study" suggests that economics could be improved by increasing
throughput and looking for other mining methods to avoid the costly
back-filling.
In order to arrive at our assessment of the fairness of the terms of the
proposed transaction from a financial point of view we have reviewed,
considered, and/or analysed, among other things, the following:
"Belmont paid Cdn$2.16 million to purchase its 57% beneficial interest in
the talc deposit and subsequently spent about Cdn$160,000, for a total
cost to date of about Cdn$2.32 million. Since the purchase of the
property about one year ago there has not been any material new
information, nor have there been any significant changes in the potential
economics of the project
There are still substantial risks associated with the project, some of
which have been stated by Dr. Klaus Reuther and reproduced in this
report. In addition, due to our opinion that more drilling and additional
metallurgical testing are required, we believe that the "Feasibility
Study" that was prepared in 1997 should be classified as a "Pre-
Feasibility Study" according to recent Canadian regulatory requirements.
(Note: the writers have not reviewed the "Feasibility Study" itself as the
document is written in German, but have relied on the review by Dr.
Reuther of Hansa GeoMin).
The financial analysis of the project carried out as part of the 1997
"Feasibility Study"showed internal rates of return as follows:
Base Case: 13.97%;
Alternative Base Case: 20.01%
However, it should be noted that an escalation factor of 3% per year was
utilized for the cash flow projections. As a result the constant dollar
(after inflation is removed from the analysis) internal rates of return
for the Base Case and Alternative Base Case would be about 10.7% and
16.5% respectively. It should be noted that the Alternative Base Case is
a combined case which is "based on positive market conditions, higher ore
reserves and production (plus 45%) and higher selling prices (plus 10%) of
final products. Also it should be noted that the 10.7% projected rate of
return is relatively low for a project at this stage of development.
Page 12
The consideration to be provided by EuroGas is 12 million shares at
US$ 0.30 per share which is US$ 3.6 million, or Cdn$ 5.6 million at the
current exchange rate of 0.64. This consideration is about 2.4 times the
sum of the purchase price plus expenditures to date incurred by Belmont.
It should be noted that the foregoing analysis ignores the 2% Gross
Royalty on sales from future talc production. Since such a 2% royalty is
generally equivalent to about an 8 % working interest (a 1% gross
overriding royalty is approximately equal to a 4% working interest for a
project with similar projected economics), Belmont is effectively selling
a 49% interest (57% minus 8%). Consequently it is the net 49% that is
being sold for Cdn$ 5.6 million, implying a value of about Cdn$ 6.5
million for the 57% interest (Cdn$ 5.6 million x 57%/49%). This is about
2.8 times the "purchase price plus expenditures by Belmont to date"
The total market capitalization of Belmont is just over Cdn$3.5 million
(at the April 2001 closing price of $0.17 per share). After deducting an
estimated $500,000 for other assets (including working capital of about
$250,000) the implied value of the 57% interest in the talc property would
be about Cdn$ 3.0 million. Since the compensation to be received by
Belmont is greater than than twice this value, the transaction would be
fair to the shareholders of Belmont.
In the event the Vendor (Belmont) is unable from the sale of the "purchase
price shares" to recover 125% of its initial investment in the deposit
equal to Cdn $3 million (based on an initial investment of Cdn$2.4
million) within one year of the date of execution of the agreement due to
depressed market conditions or a depressed trading price then the
purchaser shall within 10 business days of the written request by Belmont
issue such additional common shares to compensate for any shortfall from
the Cdn$ 3 million with the deemed price of such shares to be the average
weighted trading price for the 10 day period prior to the date of receipt
of written notice by Belmont."
Based on the foregoing considerations, as well as others set out in this
report, it is the writers opinion that the proposed transaction is fair,
from a financial point of view to the shareholders of Belmont Resources
Inc. In reaching this opinion, Glanville and Price have concluded that
the value to an existing shareholder of Belmont after the proposed
transaction would be equal to or greater than the value prior to the
transaction. However, the writers express no opinion as to the expected
trading price of Belmont if the proposed transaction is completed."
END OF SUMMARY
Post Transaction
The Company currently intends to retain the proceeds of the sale of the Rozmin
Interest and has made no determination with regard to the use of them, other
than to fund the exploration and development of its natural resource interests
as follows.
1) Maseva Gas s.r.o. - Slovak Republic
Page 13
The Company expects to complete a preliminary geophysical survey program
on a portion 849.7 Km2 (209,950 acres) Kralovsky Chlmec exploration
territory in eastern Slovak Republic. It is recommended that a 3D seismic
survey covering an area of about 350 Km2 be completed. The Company in
awaiting final cost estimates on this program.
2) Ungava Prospects - Province of Quebec, Canada.
The Company expects to continue further exploration on a cost-sharing
basis with Montoro Resources Inc. The program will consist of helicopter-
supported reconnaissance geological mapping, Beep-Mat geophysical
prospecting and sampling. Belmont's portion of these costs will be approx.
$50,000 Cdn.
Dissenting Shareholder Rights
Pursuant to the Company Act (British Columbia), a shareholder has the right to
dissent with respect to the special resolution respecting the disposition of the
Company's Rozmin Interest (the "Asset Special Resolution"). A shareholder of the
Company may, until 5:00 p.m. on July 13, 2001 give the Company a notice of
dissent (a "Dissent Notice") with respect to the Asset Special Resolution by
registered mail addressed and delivered to 2100-1066 West Hastings Street,
Vancouver, British Columbia, V6C 2W2. As a result of giving a Dissent Notice, a
shareholder may, on receiving a notice of intention to act (the "Notice of
Intention to Act") in accordance with section 231 of the Company Act (the
"Act"), require the Company to purchase that shareholder's common shares in
respect of which the notice of dissent was given for their fair value.
A member who consents to or votes (other than as a proxy for a shareholder whose
proxy required an affirmative vote) in favour of the sale of the Asset Special
Resolution or otherwise acts inconsistently with the dissent will cease to be
entitled to exercise any right of dissent. However, a shareholder need not vote
his shares against the sale of the Asset Special Resolution in order to exercise
his right of dissent.
Prior to the implementation of the sale of the Rozmin Interest, the Company will
send to each shareholder who has filed a Dissent Notice a Notice of Intention to
Act stating that the sale of the Asset Special Resolution has been adopted and
informing the shareholder of the intention to act on the sale of the Asset
Special Resolution. A Notice of Intention to Act need not be sent to any
shareholder who voted for the Sale Resolution or who has withdrawn a Dissent
Notice.
Within 14 days after the Company gives the Notice of Intention to Act, the
dissenting shareholder is required to send a written notice (the "Demand for
Payment") to the Company requiring the Company to purchase all the shareholder's
shares. Upon delivery of a Demand for Payment in accordance with the Act, a
shareholder is bound to sell and the Company is bound to purchase the shares
subject to the Demand for Payment for their fair value as of the day before the
date on which the sale of the Asset Special Resolution was passed, including any
appreciation or depreciation in anticipation of the vote.
A dissenting shareholder who has sent a Demand for Payment or the Company may
apply to the Court which may:
(a) require the dissenting shareholder to sell, and the Company to purchase,
the shares in respect of which the Demand for Payment has been given;
Page 14
(b) fix the price and terms of the purchase and sale, or order that the price
and terms be established by arbitration, in either case having due regard
for the rights of creditors;
(c) join in the application any other dissenting shareholder who has delivered
a Demand for Payment; and
(d) make consequential orders and give directions it considers appropriate.
No dissenting shareholder who has delivered a Demand for Payment may vote or
exercise or assert any rights of a shareholder in respect of the shares for
which a Demand for Payment has been given, other than the right to receive
payment for those shares. Until a holder of shares who has delivered a Demand
for Payment is paid in full, that shareholder may exercise and assert all the
rights as a creditor of the Company. No dissenting shareholder may withdraw the
Demand for Payment unless the Company consents.
To exercise the right of dissent a shareholder must give notice of this dissent
by registered mail addressed and delivered to the Company at 2100-1066 West
Hastings Street, Vancouver, British Columbia, V6E 3X2 on or before 5:00 pm on
July 13, 2001. Each holder who desires to exercise dissenter's rights must not
vote by proxy or in person in favour of the approval of the sale of the Rozmin
Interest. Failure so to comply may result in the loss of the shareholder's
dissenter's rights. Any shareholder receiving cash as a result of the exercise
of dissenter's rights will, in effect, be deemed to have sold his shares, with
the tax consequences applicable to a sale.
In view of the strict requirements of the Company Act (British Columbia)
relating to the rights and obligations of dissenting shareholders, shareholders
should seek their own legal counsel concerning any consequences which may result
from the filing of a notice of dissent or concerning the procedures to be
followed to exercise such rights.
2. Incentive Stock Options
Canadian Venture Exchange ("CDNX") Policy 4.4 provides that a listed company
must obtain "disinterested shareholder approval" (determined in accordance with
CDNX Policy 4.4) to:
(i) a decrease in the exercise price of stock options previously
granted to insiders;
(ii) the reservation, for issuance under stock options granted to
insiders, shares exceeding 10% of the number of outstanding listed
shares;
(iii) the issuance to insiders, upon the exercise of stock options,
within a one year period, shares exceeding 10% of the outstanding
listed shares;
(iv) the issuance to any one insider and such insider's associates,
upon the exercise of stock options, within a one year period, shares
exceeding 5% of the outstanding listed shares.
Accordingly, members will be asked to pass resolutions authorizing the above.
Page 15
OTHER MATERIAL FACTS
Management of the Company is not aware of any other matter to come before the
Meeting other than as set forth herein and in the Notice of Meeting. If any
other matter properly comes before the Meeting, it is the intention of the
persons named in the enclosed form of Proxy to vote the shares represented
thereby in accordance with their best judgment on such matter.
DATED this 8th day of June, 2001.
ON BEHALF OF THE BOARD OF DIRECTORS
Per: /s/ Gary Musil
-------------------------------------
Gary Musil, Director
SUPPLEMENTAL MAILING LIST
RETURN CARD
TO: SHAREHOLDERS OF BELMONT RESOURCES INC.
If you wish to be included in the supplemental mailing list for BELMONT
RESOURCES INC. (the "Company") in order to receive its interim financial
statements, please complete and return this card to:
THE CIBC MELLON TRUST COMPANY, 1600 - 1066 WEST HASTINGS STREET,
VANCOUVER, B.C. V6E 3X1
Attention: Stock Transfer Department
TO: BELMONT RESOURCES INC.
The undersigned certifies that he/she/it is the owner of securities of the
Company and requests to be placed on the Company's supplemental mailing list in
order to receive its interim financial statements.
DATED: ----------------------------- ----------------------------------
Signature
----------------------------------
Name - please print
----------------------------------
Address
----------------------------------
----------------------------------
Name and title of person signing
if different from name above.
BELMONT RESOURCES INC.
DIRECTORS' MINUTES
Meeting Date: June 8, 2001
Directors Present: Vojtech Agyagos (the "Chairman")
Kenneth B. Liebscher
Gary Musil
Jake Bottay
Present by Telephone: Peter E. Serck
(collectively, the "Directors Present")
Directors Absent: Peter John
1. The Chairman asked for a motion for the passage of the following:
1. The record date entitling members of the Company to receive notice
of and to vote their shares at the Annual General Meeting of the
Company scheduled to be held on July 16, 2001 (the "Annual General
Meeting") be determined as June 8, 2001.
2. The Notice, Information Circular and Proxy in the form presented to
the directors for the Annual General Meeting (collectively, the
"Proxy Materials") be approved for mailing to the shareholders of
the Company;
3. Proxies to be used at the Annual General Meeting be deposited at the
offices of the Company at any time up to 48 hours prior to the date
of the Meeting at the offices designated in the Proxy Materials
(excluding Saturdays, Sundays and holidays) or with the Chairman of
the Meeting prior to commencement of the Annual General Meeting.
4. Notices of dissent are to be deposited at the registered and records
offices of the Company at any time up to 5:00 p.m. (Vancouver time)
on July 13, 2001.
Motion approved by the Directors Present.
2. The Chairman asked for a motion for the adjournment of the Meeting.
Motion approved by the Directors Present. Meeting terminated.
/s/ Vojtech Agyagos
- ----------------------------------
Vojtech Agyagos, CHAIRMAN
BELMONT RESOURCES INC.
DIRECTORS' MINUTES
------------------
Meeting Date: July 16, 2001
Directors Present: Vojtech Agyagos (the "Chairman")
Kenneth B. Liebscher
Gary Musil
Jake Bottay
Present by Telephone: Peter E. Serck
(collectively, the "Directors Present")
Directors Absent: Peter John
1. The Chairman asked for a motion for the passage of the following:
Pursuant to Section 187 of the Company Act, British Columbia, Kenneth B.
-----------
Liebscher Gary Musil and Peter E. Serck be and are hereby appointed to
the audit committee for the Company to hold such office until the close
of the next annual general meeting.
Motion approved by the Directors Present.
2. The Chairman asked for a motion for the adjournment of the Meeting.
Motion approved by the Directors Present. Meeting terminated.
/s/ Vojtech Agyagos
- ----------------------------------
Vojtech Agyagos, CHAIRMAN
BELMONT RESOURCES INC.
DIRECTORS' MINUTES
------------------
Meeting Date: July 16, 2001
Directors Present: Vojtech Agyagos (the "Chairman")
Kenneth B. Liebscher
Gary Musil
Jake Bottay
Present by Telephone: Peter E. Serck
(collectively, the "Directors Present")
Directors Absent: Peter John
1. The Chairman asked for a motion for the passage of the following:
BE IT RESOLVED THAT the following persons be hereby appointed to the
offices opposite their respective names below to hold such office for the
ensuing year until a successor is elected or appointed by the directors:
President - Vojtech Agyagos
Secretary - Gary Musil
Motion approved by the Directors Present.
2. The Chairman asked for a motion for the adjournment of the Meeting.
Motion approved by the Directors Present. Meeting terminated.
/s/ Vojtech Agyagos
- ----------------------------------
Vojtech Agyagos, CHAIRMAN
BELMONT RESOURCES INC.
- --------------------------------------------------------------------------------
#600 - 625 Howe Street
Vancouver, B.C. V6C 2T6
Ph: (604) 683-6648
Fax: (604) 683-1350
E-Mail: belmontr@direct.ca
Website: www.Belmont-Resources.com
June 25, 2001
SEDAR
B.C. Securities Commission
9th Floor, 701 W. Georgia Street
Vancouver, B.C.
Attn: Statutory Filings
- ---------------------------
Dear Sir or Madam:
Re: Belmont Resources Inc. (the "Company")
- ----------------------------------------------
Attached herewith please find a Form 27 regarding a material change of June 25,
2001.
Yours truly,
/s/ GARY MUSIL
Gary Musil,
Secretary/Director
GM/rm
Enclosure
c.c. - Alberta Securities Commission (SEDAR)
- Securities & Exchange Commission, Washington, D.C., U.S.A.
FORM 27
SECURITIES ACT
MATERIAL CHANGE REPORT UNDER SECTION 67(1) OF THE ACT
ITEM 1. REPORTING ISSUER
Belmont Resources Inc. (the "Company")
600 - 625 Howe Street,
Vancouver, BC V6C 2T6
ITEM 2. DATE OF MATERIAL CHANGE
June 25, 2001
ITEM 3. PRESS RELEASE
Issued June 25, 2001 and distributed through the facilities of
Vancouver Stockwatch.
ITEM 4. SUMMARY OF MATERIAL CHANGE
Belmont Resources Inc. has renegotiated as to price only Incentive
Stock Options totalling 1,630,000 shares from $0.32 per share to
$0.14 per share.
ITEM 5. FULL DESCRIPTION OF MATERIAL CHANGE
Subject to regulatory approvals the Company has renegotiated as to
price only Incentive Stock Options totalling 1,630,000 shares from
$0.32 per share to $0.14 per share.
The options renegotiated cannot be exercised until approval from the
Canadian Venture Exchange has been obtained.
ITEM 6. RELIANCE ON SECTION 67(2) OF THE ACT
This report is not being filed on a confidential basis.
ITEM 7. OMITTED INFORMATION
There are no significant facts required to be disclosed herein which
have been omitted.
ITEM 8. DIRECTOR/SENIOR OFFICER
Contact: Gary Musil, Secretary
Telephone: (604) 683-6648
ITEM 9. STATEMENT OF SENIOR OFFICER/DIRECTOR
The foregoing accurately discloses the material change referred to
herein.
/s/ GARY MUSIL
Gary Musil, Secretary/Director
DATED this 25th day of June, 2001.
Quarterly Report - BC Form 51-901 F
ISSUER DETAILS
For Quarter Ended: April 30, 2001
Date of Report: June 29, 2001
Name of Issuer: BELMONT RESOURCES INC.
Issuers Address: #600 - 625 Howe Street
Vancouver, B.C. V6C 2T6
Issuer Fax Number: 604-683-1350
Issuer Phone Number: 604-683-6648
Contact Person: Gary Musil
Contact Position: Secretary /Director
Contact Telephone Number: 604-683-6648
Contact E-Mail Address: belmontr@direct.ca
Website Address: www.Belmont-Resources.com
- --------------------------------------------------------------------------------
CERTIFICATE
The three schedules required to complete this Report are attached and the
disclosure contained therein has been approved by the Board of Directors. A copy
of this Report will be provided to any shareholder who requests it.
- --------------------------------------------------------------------------------
Directors Name: Gary Musil Date Signed: June 29, 2001
Directors Name: Kenneth B. Liebscher Date Signed: June 29, 2001
BELMONT RESOURCES INC.
CONSOLIDATED FINANCIAL STATEMENTS
FOR
THREE MONTHS ENDED
APRIL 30, 2001
(APRIL 30, 2000)
UNAUDITED
Prepared by Management
BELMONT RESOURCES INC.
CONSOLIDATED BALANCE SHEET
AS AT APRIL 30, 2001
ASSETS
2001 2000
---- ----
CURRENT
Cash $ 71,817 $ 17,829
Marketable securities - 1,232,710
Accounts receivable 41,995 6,439
Advances and deposits 371,990 100,000
Prepaid expenses 10,709 368,223
------------ ------------
496,511 1,725,201
DEFERRED ACQUISITION COSTS - 16,040
RESOURCE INTERESTS 2,917,573 2,829,790
CAPITAL ASSETS 9,794 6,687
------------ ------------
$ 3,423,878 $ 4,577,718
============ ============
LIABILITIES
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 258,274 $ 135,043
Short term loans 53,000 -
------------ ------------
311,274 135,043
DUE TO SHAREHOLDER - 100,000
MINORITY INTEREST 118,915 -
SHAREHOLDERS' EQUITY
SHARE CAPITAL 13,902,565 13,890,065
DEFICIT (10,908,876) (9,547,390)
------------ ------------
2,993,689 4,342,675
------------
$ 3,423,878 $ 4,577,718
============ ============
Approved on behalf of the Board
/s/ GARY MUSIL
- ------------------------------------
/s/ KENNETH B. LIEBSCHER
- ------------------------------------
UNAUDITED
Prepared by Management
BELMONT RESOURCES INC.
CONSOLIDATED STATEMENT OF OPERATIONS AND DEFICIT
FOR THE THREE MONTHS ENDED APRIL 30, 2001
2001 2000
---- ----
INTEREST INCOME $ (16,000) $ (9,455)
EXPENSES
Amortization 505 303
Consulting 9,715 -
Foreign exchange loss 371 6,404
Interest and bank charges 152 444
Legal and accounting 7,512 916
Management fees - 13,500
Office and sundry (729) 10,060
Property evaluation - 3,611
Regulatory and filing fees 395 4,019
Rent 1,665 4,500
Travel and shareholder relations 2,036 12,276
Transfer agent fees 2,338 2,515
Telephone 93 789
Salaries and administrative services 38,430 13,424
------------ ------------
Total administrative costs 62,483 72,761
LOSS BEFORE OTHER ITEMS 46,483 63,306
OTHER ITEMS
Loss on sale of marketable securities 31,370 -
------------ ------------
NET LOSS FOR THE PERIOD $ 77,853 $ 63,306
============ ============
Deficit, beginning of period $(10,831,023) $ (9,484,084)
------------ ------------
Deficit, end of period $10,908,876) $ (9,547,390)
============ ============
UNAUDITED
Prepared by Management
BELMONT RESOURCES INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED APRIL 30, 2001
2001 2000
---- ----
OPERATING ACTIVITIES
Net loss for the period $ (77,853) $ (63,306)
Add non cash items:
Amortization 505 303
Loss on marketable securities 31,370 -
------------ ------------
(45,978) (63,003)
Net changes in other non-cash working capital items
Accounts receivable (1,965) 4,827
Prepaid expenses 376 (362,094)
Accounts payable 23,598 106,272
------------ ------------
(23,969) (313,998)
------------ ------------
INVESTING ACTIVITIES
Mineral property expenditures (13,384) (2,195,633)
Acquisition of capital assets - (1,540)
------------ ------------
(13,384) (2,197,173)
------------ ------------
FINANCING ACTIVITIES
Issuance of share capital - 284,480
Proceeds on marketable securities 17,130 867,439
Due to (repayment) to shareholders 3,000 100,000
------------ ------------
20,130 1,251,919
------------ ------------
INCREASE (DECREASE) IN CASH (17,223) (1,259,252)
CASH, beginning of period 89,040 1,277,081
------------ ------------
CASH, end of period $ 71,817 $ 17,829
============ ============
UNAUDITED
Prepared by Management
BELMONT RESOURCES INC.
INTERIM CONSOLIDATED SCHEDULES OF RESOURCE INTERESTS
FOR THE THREE MONTHS ENDED APRIL 30, 2001
2001 2000
---- ----
$ $
PEZINOK II
Acquisition costs 4,918,817 4,918,817
Plant and equipment 173,268 173,268
Exploration costs
Balance, beginning of year 425,354 425,354
Consulting - -
Reports and administration 3,397 -
Exploration - -
Travel and accommodation - -
------------ ------------
Balance, end of period 5,520,836 5,517,439
Less: writedown (5,417,439) (5,017,439)
------------ ------------
103,397 500,000
------------ ------------
MASEVA
Acquisition costs 42,500 -
------------ ------------
UNGAVA
Acquisition costs 67,500 55,000
Exploration costs
Administration 14,568 -
Assay and sampling 387 -
Equipment rental 2,290 -
Geographical 1,733 -
Mapping and drafting 4,246 -
Miscellaneous 861 -
Permits 2,500 -
Travel and accommodation 24,175 -
------------ ------------
50,760 -
118,260 55,000
------------ ------------
ROZMIN
Acquisition costs 2,156,369 2,165,029
Mine development
Tunnel construction and miscellaneous 90,933 -
Waste disposal 79,072 -
Woodland clearing 39,536 -
Consulting 185,821 -
------------ ------------
395,362 -
Plant and equipment 42,849 -
Deferred costs
Consulting 15,271 14,632
Miscellaneous 776 -
Travel and accommodation 42,789 15,972
------------ ------------
58,835 30,604
2,653,416 2,195,633
------------ ------------
LAC ROCHER
Acquisition costs 115,500 78,000
Less recoveries (37,500) -
------------ ------------
78,000 78,000
------------ ------------
Exploration costs 1,157 1,157
Less writedown (79,157) -
------------ ------------
- 79,157
BALANCE - END OF PERIOD $ 2,917,573 $ 2,829,790
============ ============
UNAUDITED
Prepared by Management
BELMONT RESOURCES INC.
(the "Company")
SCHEDULE B:
SUPPLEMENTARY INFORMATION
SECTION 1 - ANALYSIS OF EXPENSES AND DEFERRED COSTS
As per the agreement between the Company and EuroGas, Inc. regarding the
transfer of the 57% shareholding interest in Rozmin s.r.o. it was agreed that
EuroGas, Inc. will be responsible for the company's share of the working capital
and development budget of Rozmin. No deferred costs were incurred during the
first quarter ending April 30, 2001.
SECTION 2 - RELATED PARTY TRANSACTIONS FOR THE CURRENT FISCAL YEAR-TO-DATE:
Included in accounts receivable is rent and office service fees with
corporations who have some common directors. The rent and service fees are
equivalent to that which would have to be paid to an unrelated party for similar
facilities. $3,000 in loans were received from and officer/director. The amount
was non-interest bearing and has no fixed repayment terms.
SECTION 3 - SUMMARY OF SECURITIES ISSUED AND OPTIONS GRANTED
a) SECURITIES ISSUED DURING THE PERIOD ENDED APRIL 30, 2001:
- --------------------------------------------------------------------------------
Date of Type of Type of No. of Price Total Type of
Issue Security Issue Shares Issued Share Proceeds Consideration
- --------------------------------------------------------------------------------
NIL
- --------------------------------------------------------------------------------
b) SUMMARY OF OPTIONS GRANTED DURING THE PERIOD ENDED APRIL 30, 2001:
- --------------------------------------------------------------------------------
Date Granted No. of Shares Director or Employee Exercise Price Expiry Date
- --------------------------------------------------------------------------------
NIL
- --------------------------------------------------------------------------------
SECTION 4 - SUMMARY OF SECURITIES AS AT APRIL 30, 2001
a) AUTHORIZED AND ISSUED SHARE CAPITAL AS AT APRIL 30, 2001:
The Company has authorized share capital of 50,000,000 common shares with no par
value. The Company has issued and allotted shares of its capital stock
totalling 20,703,012.
SCHEDULE B
(continued)
b) SUMMARY OF OPTIONS, WARRANTS AND CONVERTIBLE SECURITIES OUTSTANDING AS AT
APRIL 30, 2001:
- --------------------------------------------------------------------------------
Security Number Exercise Price Expiry Date
================================================================================
Options *425,000 $0.32 September 17, 2001
- --------------------------------------------------------------------------------
Options 230,000 $0.32 January 13, 2002
- --------------------------------------------------------------------------------
Options 75,000 $0.50 February 18, 2002
- --------------------------------------------------------------------------------
Options 900,000 $0.32 August 17, 2002
- --------------------------------------------------------------------------------
Total 1,630,000
- --------------------------------------------------------------------------------
* These were reduced by 425,000 during the quarter, due to the resignation of
Nicolo Bellanca.
c) SHARES IN ESCROW OR SUBJECT TO POOLING AS AT APRIL 30, 2001:
Common shares in escrow - NIL
SECTION 5 - LIST OF DIRECTORS/OFFICERS AS AT JUNE 29, 2001:
Vojtech Agyagos President/Director
Gary Musil Secretary/Director
Kenneth B. Liebscher Director
Peter P.H. John Director
Peter E. Serck Director
Jake Bottay Director
BELMONT RESOURCES INC.
(the "Company")
SCHEDULE C:
MANAGEMENT DISCUSSION AND ANALYSIS
REVIEW OF OPERATIONS IN THE QUARTER ENDED APRIL 30, 2001 AND UP TO
THE DATE OF THIS REPORT:
- --------------------------------------------------------------------------------
1. Nature of Business:
With low gold prices causing major gold mine closures, management felt it wise
to pursue other exploration activity such as oil and gas. In March 1998 the
Company entered into an agreement to acquire the rights to explore for oil and
gas in a 209,950-acre concession area in eastern Slovakia, and subsequently sold
its interest to EuroGas Inc.
In March 1999 the Company acquired a mineral property in the Lac Rocher area of
Quebec and also a 50% interest in an exploration permit in the Ungava region of
Northern Quebec where Falconbridge has been producing nickle since December
1997.
In April 2000 the Company completed the acquisition of 57% of Rozmin s.r.o.
which owns the Gemerska Poloma talc deposit in Eastern Slovak Republic.
In June 2000 the Company completed a Letter of Agreement and reacquired the 90%
interest in Maseva Gas s.r.o. which controls the gas concession in the Slovak
Republic.
In March 2001 the Company entered in an Agreement whereby it will sell subject
to regulatory and shareholder approvals, to EuroGas, Inc. ("EuroGas") its 57%
equity interest in the Capital stock of Rozmin s.r.o.
At the Pezinok II mining concession the Company is preparing to liquidate the
assets and wind down this project.
2. Operations Detail and Financial Condition:
(a) Acquisitions & Dispositions:
See the detail previously mentioned in 'Nature of Business', regarding
the March 2001 Agreement.
(b) Material Expenditures:
As a result of the disposition of the 57% equity interest in Rozmin
s.r.o. and costs related to this Slovakian subsidiary our General and
Administrative expenses are expected to decrease significantly during
the second half of 2001. However, in the first quarter increases were
in: Office, administrative services and salaries $37,701 in 2001
($23,484 in 2000). These were mainly due to costs incurred in
preparation of the annual 20-F filing with the U.S. Securities and
Exchange Commission (the "SEC"), preparing the back-up and coordinating
documents for the year-end audited financials and increased accounting
related to our Rozmin subsidiary. Consulting fees $9,715 in 2001 (Nil in
2000) as the Company required an independent evaluation report on the
proposed disposition of the interest in Rozmin. Legal and accounting
$7,512 in 2001 ($916 in 2000) also a result of the preparation of
agreements and filing reports for the Rozmin disposition.
SCHEDULE C:
(continued)
Significant decreases were in: Travel and Shareholder Relations $2,036
in 2001 ($12,276 in 2000). This was due to the travel and due diligence
required in Slovakia last year during the acquisition of Rozmin.
Overall, operating expenses decreased 14.1% ($10,278 less than the first
quarter in 2000).
(c) News Releases & Material Change Reports:
February 14, 2001 - The Company announced that it has entered into an agreement
with EuroGas, Inc. ("EuroGas") whereby EuroGas offers to acquire Belmont's 57%
shareholding interest in Rozmin s.r.o. ("Rozmin") the owner and operator of the
Gemerska Poloma talc deposit in exchange for the following: (1) EuroGas will
issue to Belmont 12 million common shares (with registration rights attached);
and (2) EuroGas will pay to Belmont a royalty of 2% of the sale price on each
sold ton of talc and other terms and conditions which will be described in a
formal agreement.
EuroGas controls the remaining interest in Rozmin through its 55% interest in
Rima Muran s.r.o., which in turn owns the 43% shareholding interest in Rozmin.
It is expected that the proposed sale will realize a + 300% return on our
investment. In April 2000 Belmont announced completion of purchase of the 57%
interest in Rozmin s.r.o. through cash payments of $2.16 million Cdn. Between
August and December 2000 construction of the mine surface facilities, site
preparation, powerline rehabilitation, etc. were completed and an additional
investment of approximately $160,000 was made. A contract bid of 71,500,000 SK
($2.4 million Cdn) was awarded to complete the surface facilities and construct
a 1300 metre long decline tunnel to the orebody. Belmont was incurring
difficulty in arranging this financing and in January 2001 agreed to grant
EuroGas the right to arrange the necessary financing. EuroGas has been able to
secure the financing, however cannot finalize this arrangement without control
of this project.
Belmont will use a portion of the proceeds from this sale to begin exploration
on its 849.7 Km2 (209,950 acre) oil and gas concession area in Eastern Slovak
Republic, as well as review other gas proposals.
The EuroGas agreement is subject to regulatory and shareholder approval.
April 11, 2001 - Mr. Nicolo Bellanca resigned from the Board of Directors.
April 24, 2001 - Further to our news release of February 14, 2001 the Company
announced that it has received final signed agreements from EuroGas.
An independent Fairness Opinion was completed regarding this transaction and
shareholders will be asked to approve this transaction at the upcoming General
Meeting.
SCHEDULE C:
(continued)
May 16, 2001 - Further to our news release of April 24, 2001 the Company advises
that the Canadian Venture Exchange ("CDNX") has conditionally accepted the sale
of Belmont's 57% interest in Rozmin s.r.o. to EuroGas, Inc., a United States
public company (OTC - Bulletin Board "EUGS").
Under the terms of the sale agreement Mr. Vojtech Agyagos a Managing Director of
Rozmin s.r.o. and President of Belmont Resources Inc. will be joining the Board
of Directors of EuroGas to oversee the transfer of ownership and liaison with
the Slovakian partners.
(d) Investor Relations Activities: There were no new investor relation's
activities undertaken by or on behalf of the Company during the quarter
except for the dissemination of press releases to the media, interested
shareholders, investors, and brokers. No investor relation's
arrangements or contracts were entered into during the quarter.
(e) Breaches of corporate, securities or other laws, or of an Issuer's
listing agreement with the CDNX: None
(f) Regulatory Approval:
May 14, 2001 - The CDNX acknowledged receipt of the supporting
documentation relating to the proposed acquisition by EuroGas, Inc. of
our 57% equity interest in the capital stock of Rozmin s.r.o. The
proposed transaction has been conditionally accepted by CDNX.
3. Subsequent Events
June 8, 2001 - Notice is hereby given that the Annual General Meeting of the
Company will be held on July 16, 2001 at the Company's registered office located
at Suite 2100 - 1066 West Hastings Street, Vancouver, B.C. at the hour of 10:00
am.
4. Financings, Principal Purposes and Milestones
Following completion of the proposed sale of our 57% equity interest in Rozmin,
the Company will hold in excess of $3.6 million USD in marketable securities of
EuroGas, Inc.
5. Liquidity and Solvency
Working capital is in excess of $185,000 and is adequate to cover General and
Administrative costs until we are able to liquidate some of the EuroGas, Inc.
common shares. The Company will begin an exploration program on its Maseva Gas -
Slovakia concession in the third quarter of 2001 and continue to evaluate other
resource acquisitions as monies become available.